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As the rivalry between Vianne and Reynaud worsens, a band of river gypsies camp out on the outskirts of the village. A drunken Serge breaks into the chocolaterie later that night and attempts to attack both women before Josephine, in a moment of empowerment, knocks him out with a skillet. Finally happy and fulfilled, Josephine declines. Under the instruction of Reynaud, Serge seemingly changes into a better man and he asks Josephine to come back to him. As she begins to work at the chocolaterie and Vianne teaches her craft, Josephine becomes a self-confident, changed woman. After a particularly brutal blow to the head, Josephine leaves her husband and moves in with Vianne and Anouk. Vianne also develops a friendship with a troubled woman, Josephine (Lena Olin), who is a victim of brutal beatings by her alcoholic husband Serge (Peter Stormare).

Caroline later reveals to Vianne that her mother is a diabetic, though Armande continues to indulge in the chocolate despite her condition. Vianne arranges for Luc and his grandmother to see each other in the chocolaterie, where they develop a close bond. Armande laments that her cold, devoutly pious daughter Caroline (Carrie-Anne Moss) will not let Armande see her grandson Luc because Caroline thinks Armande is a 'bad influence'.

One of the first to fall under the spell of Vianne and her confections is Armande (Judi Dench), her elderly, eccentric landlady. Her friendly and alluring nature begins to win the villagers over one by one, causing Reynaud to openly speak against her for tempting the people during a time of abstinence and self-denial. Vianne, who wears more provocative clothing, does not go to church, and has an illegitimate child, does not fit in well with the town's people, but is nevertheless optimistic about her business. Vianne opens a Chocolaterie just as the villagers begin observing the forty days of Lent, much to the chagrin of Reynaud. In the winter of 1959, they travel to a tranquil French village that closely adheres to tradition, as led by the village mayor, Comte Paul de Reynaud (Alfred Molina). Vianne Rocher (Juliette Binoche), an expert chocolatier, drifts across Europe with her daughter Anouk (Victoire Thivisol). The questions become who between Vianne and le Comte will outlast the other or come to an understanding of the errors of their ways to be able to live in harmony with the other.

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Vianne is viewed in an even less flattering light when she takes up with Roux, the lead of a band of self-confessed river rats floating into town, he, who like Vianne, is a nomadic free spirit.

While Vianne, through the chocolaterie, is able to help certain residents in exposing some of the village's hidden ills, she nonetheless raises the ire of le Comte in almost everything about her being: that she is promoting the indulgence of chocolate in the season of Lent, a period of abstinence and penitence that she does not attend church and that she has never been married meaning that Anouk is illegitimate. Renting the long empty space that used to house the patisserie, the property owned by elderly Armande Voizin, Vianne instead opens a chocolaterie which none of the residents are aware of until it opens. Literally blowing into town is free spirit Vianne Rocher and her adolescent daughter Anouk Rocher, who move from place to place wherever the north wind takes them. The only exception to this rule is the Mayor, le Comte de Reynaud, who is seen as the town's moral authority, even more so than Pere Henri, the new young Catholic priest whose sermons are vetted by le Comte. It's early 1959 in a provincial French village, where residents know their place, and if they see something against the unspoken rules, they are to look the other way.

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